Rethinking Securities Law

The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) invocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy. This book focuses on "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act. In 1978, the American Law Institute (ALI) adopted the ALI Federal Securities Code. The Code has not been enacted by Congress and its prospects are dim. Since that time, no treatise, monograph, or other source comprehensively has focused on this meritorious subject. The objective of this book is to identify the deficiencies that exist under the current regimen, address their failings, provide recommendations for rectifying these deficiencies, and set forth a thorough analysis for remediation in order to prescribe a consistent and sound securities law framework. By undertaking this challenge, the book provides an original and valuable resource for effectuating necessary law reform that should prove beneficial to the integrity of the U.S. capital markets, effective and fair government and private enforcement, and the enhancement of investor protection.

Marc I. Steinberg is the Radford Professor of Law at the Southern Methodist University (SMU) Dedman School of Law. He has received appointments at several other outstanding universities, including the University of Cambridge, University of London, Sydney University, Heidelberg University, University of Hong Kong, Stockholm University, Bar llan University, University of Pennsylvania, and UCLA. Professor Steinberg was an attorney for the U.S. Securities and Exchange Commission in the SEC's Enforcement Division and its Office of General Counsel. He also has been retained as an expert witness in several high-profile cases. Professor Steinberg is this country's most prolific author of securities law scholarship, having authored approximately 40 books and 150 law journal articles. He is editor-in-chief of The International Lawyer and The Securities Regulation Law Journal. Professor Steinberg is a member of the American Law Institute.